f8kblackout.htm
SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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FORM
8-K
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Current
Report
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Pursuant
to Section 13 or 15(d) of the
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Securities
Exchange Act of 1934
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Date
of Report (Date of earliest event reported): June 27,
2008
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Commission
File
Number
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Registrant,
State of Incorporation,
Address
and Telephone Number
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I.R.S.
Employer
Identification
Number
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001-32206
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GREAT
PLAINS ENERGY INCORPORATED
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43-1916803
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(A
Missouri Corporation)
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1201
Walnut Street
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Kansas
City, Missouri 64106
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(816)
556-2200
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NOT
APPLICABLE
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(Former
name or former address,
if
changed since last report)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
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(17
CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.04
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Temporary
Suspension of Trading Under Registrant’s Employee Benefit
Plans
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On June
27, 2008, Great Plains Energy Incorporated (“Great Plains Energy”) provided
notice to its directors and executive officers that activity in the Aquila, Inc.
(“Aquila”) common stock fund (the “Fund”) of the Aquila Retirement Investment
(401(k)) Plan (the “Plan”) will be closed temporarily to any
transactions. The blackout period in the Plan is currently expected
to begin during the week of July 6, 2008 and end during the week of July 20,
2008, although such dates are only estimates and may change, as described
below. The notice further informs Great Plains Energy directors and
executive officers that during the portion of such blackout period which occurs
following the effective time of the anticipated merger (the “Merger”) involving
Aquila and Gregory Acquisition Corp. (pursuant to which Aquila will become a
wholly-owned subsidiary of Great Plains Energy), which is currently expected to
occur during the week of July 13, 2008, the Great Plains Energy directors and
executive officers will be generally prohibited from engaging in transactions
involving Great Plains Energy common stock acquired in connection with their
service to Great Plains Energy, pursuant to the requirements of Section 306 of
the Sarbanes-Oxley Act of 2002. A copy of the notice is attached as
Exhibit 99.1 and incorporated herein by reference.
The
blackout period and trading prohibition described in the preceding paragraph are
being implemented in connection with the anticipated effective time of the
Merger. The actual timing of the Merger will depend on, among other
things, the timing and content of a ruling by the Missouri Public Service
Commission with respect to whether, and on what conditions, the Merger may
occur, and the satisfaction or waiver of all other closing
conditions. While the notice of the blackout period assumes that such
ruling will occur on July 1, 2008, and will not contain conditions which prevent
completion of the Merger, Great Plains Energy recognizes that there is no
assurance as to the timing or content of the commission's ruling or the
satisfaction or waiver of all other closing conditions and that, consequently,
the blackout period and trading restrictions described in the preceding
paragraph may not occur or may occur on different dates than those currently
anticipated.
At the
effective time of the Merger, each outstanding share of Aquila common stock will
be converted into the right to receive 0.0856 shares of Great Plains Energy
common stock and $1.80 in cash. Also at the effective time of the
Merger, the Plan will become a plan sponsored by a member of the group of
companies that includes Great Plains Energy. The blackout period with
respect to the Plan is necessary to ensure that all Aquila common stock
transactions in the Fund are fully completed before the effective time of the
Merger and so that, after the effective time of the Merger, the administrator of
the Plan can process the exchange of Aquila common stock for Great Plains Energy
common stock and cash. The corresponding trading restrictions are
required in order to comply with Section 306 of the Sarbanes-Oxley Act of 2002,
which generally provides that if participants in a 401(k) or similar plan are
unable to engage in transactions with respect to shares of the issuer held in
the plan for a period of more than three business days, the directors and
officers of that issuer are prohibited from acquiring or disposing of shares of
the issuer, to the extent their ownership of those shares is attributable to
their service with the issuer.
Directors
and executive officers of Great Plains Energy may obtain information as to
whether the blackout period has begun or ended, without charge, by contacting
Mark G. English, General Counsel and Assistant Secretary, by telephone at (816)
556-2200 or in writing at Great Plains Energy, 1201
Walnut,
Kansas City, MO 64106. Security holders or other interested persons
may obtain, without charge, during the blackout period and for a period of two
years after the ending date of the blackout period, the actual beginning and
ending dates of the blackout period by contacting Mark G. English, General
Counsel and Assistant Secretary, by telephone at (816) 556-2200 or in writing at
Great Plains Energy, 1201 Walnut, Kansas City, MO 64106.
Item
9.01
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Financial
Statements and Exhibits
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(d) Exhibit No.
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99.1
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Notice
to Directors and Officers Concerning Limitations on Trading in Great
Plains Energy Common Stock.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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GREAT
PLAINS ENERGY INCORPORATED
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/s/
Terry Bassham
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Terry
Bassham
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Executive
Vice President- Finance & Strategic Development and Chief Financial
Officer
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Date: June
27, 2008.
ex99.htm
Exhibit
99.1
Important
Notice Concerning Limitations on Trading in Great Plains Energy Common
Stock
1. This
notice is to inform you that activity in the Aquila, Inc. (“Aquila”) common
stock fund (the “Fund”) of the Aquila Retirement Investment (401(k)) Plan (the
“Plan”) will be closed temporarily to any transactions. This closure,
or "blackout period" is being implemented in connection with the anticipated
effective time of the merger (the “Merger”) involving Aquila and Gregory
Acquisition Corp., pursuant to which Aquila will become a wholly-owned
subsidiary of Great Plains Energy Incorporated (“Great Plains
Energy”). At the effective time of the Merger, each outstanding share
of Aquila common stock will be converted into the right to receive 0.0856 shares
of Great Plains Energy common stock and $1.80 in cash. The blackout period in
the Plan is necessary to ensure that all Aquila common stock transactions in the
Fund are fully completed before the effective time of the Merger and so that,
after the effective time of the Merger, the administrator of the Plan can
process the exchange of Aquila common stock for Great Plains Energy common stock
and cash.
2. Due
to the occurrence of the Merger, at and after the effective time the Plan will
be sponsored by a member of the group of companies that include Great Plains
Energy. Section 306 of the Sarbanes-Oxley Act of 2002 generally
provides that if participants in a 401(k) or similar plan are unable to engage
in transactions with respect to shares of the issuer held in the plan for a
period of more than three business days, the directors and officers of the
issuer are similarly prohibited from acquiring or disposing of shares of the
issuer, to the extent their ownership of those shares is attributable to their
service with the issuer. Since the Plan will be a Great Plains Energy
plan after the Merger and since the blackout period is expected last for more
than three business days after the Merger, there will be a corresponding
blackout period applicable to the Great Plains Energy directors and executive
officers (the "trading blackout period"). During this corresponding
trading blackout period, Great Plains Energy directors and executive officers
will be generally prohibited from engaging in transactions involving Great
Plains Energy common stock acquired in connection with their service to Great
Plains Energy. The blackout period with respect to the Plan is
currently expected to begin during the week of July 6, 2008 and end during the
week of July 20, 2008. The corresponding trading blackout period will be in
effect for the portion of the Plan blackout period that occurs after the
effective time of the Merger, which is currently anticipated to be during the
week of July 13, 2008. During these weeks, you can determine whether
the trading blackout period has started or ended by contacting Mark G. English,
General Counsel and Assistant Secretary by telephone at (816) 556-2200 or in
writing at Great Plains Energy, 1201 Walnut, Kansas City, MO
64106. The actual timing of the Merger will depend on, among other
things, the timing and content of a ruling by the Missouri Public Service
Commission with respect to whether, and on what conditions, the Merger may
occur, and on the satisfaction or waiver of all other closing
conditions. While the notice of the blackout period assumes that such
ruling will occur on July 1, 2008, and will not contain conditions which prevent
completion of the Merger, Great Plains Energy recognizes that there is no
assurance as to the timing or content of the commission's ruling and that,
consequently, the blackout period and trading restrictions described in this
notice may not occur or may occur on different dates than those currently
anticipated.
3. Generally,
during the trading blackout period, you are prohibited from directly or
indirectly purchasing equity securities of Great Plains Energy and from selling
or otherwise transferring any equity security of Great Plains Energy that you
acquired in connection with your service as an executive officer or
director. “Equity securities” are defined broadly to include options
and other derivatives. Covered transactions are
not
limited to those involving your direct ownership of Great Plains Energy common
stock, but include any transaction in which you have a pecuniary
interest.
4. The
prohibition covers securities acquired “in connection with service as a director
or employment as an executive officer.” This includes, among other things,
securities acquired under a compensatory plan or contract (such as under a stock
option, or a restricted stock grant) or as a direct or indirect inducement to
employment or joining the Great Plains Energy Board of Directors. Securities
acquired outside of an individual’s service as a director or executive officer
(such as shares acquired when the person was an employee but not yet an
executive officer) are not covered. However, if you hold both covered shares and
non-covered shares, any shares that you sell will be presumed to come first from
the covered shares (and thus subject to the trading blackout period) unless you
can identify the source of the sold shares and show that you use the same
identification for all related purposes (such as tax reporting and disclosure
requirements).
5. If you
engage in a transaction that violates these trading blackout period rules, you
can be required to disgorge your profits from the transaction and you could be
subject to other penalties. The rules summarized above are complex and there are
limited exemptions from the restrictions described in this notice. If you have
any questions concerning this notice, you should contact Mark G. English,
General Counsel and Assistant Secretary, by telephone at (816) 556-2200 or
in writing at Great Plains Energy, 1201 Walnut, Kansas City, MO
64106.